nonprofit-bylaws

name	nonprofit-bylaws
title	Nonprofit Corporation Bylaws
description	Drafts U.S. nonprofit corporation bylaws aligned to state nonprofit corporation acts and IRC §501(c)(3) requirements, covering governance structure, membership, board composition, fiscal controls, conflicts, and dissolution. Use when forming a nonprofit, updating existing bylaws, or reconciling bylaws with articles of incorporation. Trigger keywords: bylaws, nonprofit corporation, 501(c)(3), board of directors, membership, articles of incorporation, amendments, dissolution.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/nonprofit-bylaws
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en
tags	["agreement","drafting"]

Nonprofit Corporation Bylaws

Produces a board-adoptable bylaws document consistent with the articles of incorporation and state nonprofit law while preserving 501(c)(3) eligibility.

Prerequisites

1. State of incorporation and applicable nonprofit corporation act.
2. Final or near-final articles of incorporation.
3. Tax-exempt status target (e.g., 501(c)(3)) and purpose statement.
4. Governance decisions: membership vs. non-membership, board size/terms, officer roles, committee model.
5. Policies to embed by reference: conflicts of interest, fiscal controls, records retention.

Drafting Steps

1. Confirm no conflicts with articles; if conflicts exist, revise bylaws or flag articles for amendment.
2. Select membership model and encode member powers and meeting rules.
3. Set board size, term structure, and voting thresholds compliant with state defaults.
4. Insert required 501(c)(3) clauses verbatim or near-verbatim.
5. Define fiscal controls and conflict procedures suited to the organization's risk profile.
6. Add severability and adoption clause.

Article Structure

Include all articles with the required content below.

Article	Required Content
I. Name and Offices	Corporate name; principal office; board authority to change office; registered agent if desired.
II. Purpose and 501(c)(3) Limits	Exclusive exempt purpose; inurement prohibition; political campaign ban; lobbying limits; dissolution distribution clause.
III. Members	"No members" clause, or: classes, qualifications, dues, rights, meetings, quorum, votes, termination.
IV. Board of Directors	Number/range; qualifications; election/appointment; terms and staggering; removal; vacancies; powers; compensation limits.
V. Board Meetings	Regular/annual cadence; special meeting call authority; notice and timing; quorum; voting thresholds; written consent; remote participation; minutes.
VI. Officers	Titles; duties; election; term; removal; vacancies; dual-office limits; compensation approval.
VII. Committees	Board vs. advisory; appointment; authority limits; meeting rules; reporting to board.
VIII. Fiscal and Records	Fiscal year; budget approval; contract authority; check signatures; audits; indemnification; D&O insurance; conflicts policy; records and inspection rights.